Avatar: The Last Omniverse
by Albedo of the Galvan
Summary: After failing to stop the Anihilaarg from destroying the universe, Ben is given a second chance as he stumbles upon a world where people can bend the elements. Can Ben repair a world devastated by a century long war?
1. Chapter 1

Chapter 1

Ben woke up with his head slightly aching. He noticed that he was shivering despite him being covered in fur blankets. He rubbed his eyes and looked around. He saw that he was in some igloo that had an assortment of bone tools and furs, reminiscing of things ancient Native Americans used.. He knew that he was definitely not in Bellwood anymore.

Ben: "Where am I? How did I get here? Why I'm I here?"

Ben asked himself how he got himself into this predicament. It then finally clicked on how he got here. He had failed. He had failed to stop the Anihilaarg from destroying the universe.

Ben had blamed himself for the destruction of the universe. Had he taken the threat more seriously, he could have stopped it and his friends and family would still be alive. What's even worse was how Alien-X, specifically Bellicus and Serena, failed to do anything and decided that it was futile to even save all of reality. Ben thought he couldn't dislike Alien-X's personality even more, apparently he was wrong.

Unlike previous situations in the past, there was nothing he could do. Even his most "powerful" transformation couldn't be bothered to help. Ben now has nothing. No home, friends, or family to get back too. They were all gone, even his worst enemies.

However, this place seemed to be intact and had not being affected by the Anihilaarg's destructive power. This was either a pocket dimension or a separate universe, the latter seeming to be the most likely. Who had sent him here though? No one could have survived the Anihilaarg unless they were powerful enough to survive it like Alien-X or were aware of it and had time to prepare.

Ben: "Time…"

Of course, this was Paradox's doing. He definitely did have the smarts to pull off something like this. He wondered why Paradox didn't warn him prior about the Anihilaarg. Ben of course remembered Paradox's phrase of "places he cannot go and things he cannot do" shtick. He didn't blame him of course. There might have been bigger repercussions if he had interfered.

Although Ben wondered why the time walker brought him here of all places. He could have sent him somewhere he's familiar with like Rex's universe. Even though it might seem random, Paradox always did have reasons for doing the things he did. An explanation will come sooner or later.

Ben got up from his bed made of animal skin and stretched. Sleeping on them was slightly uncomfortable. He looked at the green and white device that was attached to his left wrist. The source of all his power. The Omnitrix looked like it's working properly Azmuth did say that the new Omnitrix no longer relied upon the Codon Stream on Primus. It now computerized the alien DNA.

He tapped the black and green faceplate which revealed a green holographic interface wheel that featured head symbols of his alien transformations and began scrolling through. Ben kept tabs on his alien arsenal and he sometimes searched for new aliens the Omnitrix had unlocked.

Ben: "Are you kidding me?!"

The Omnitrix for some reason had given access to twenty aliens, despite the fact that he should have at least sixty transformations. The only aliens Ben has on his roster was Lodestar, Juryrigg, Waterhazard, the mummy alien he never named, Ditto, Armodrillo, Eatle, Stinkfly, a bird alien, Eyeguy, Cannonbolt, Terraspin, Rath, Nanomech, Spidermonkey, the werewolf alien, Buzzshock, Chamalien, A bug alien with a large crest, and Brainstorm. This was a severe downgrade if he had ever seen one.

Ben: "Oh great. First you don't give me the aliens I asked for, then you timeout at the worst possible times and now you take away a good majority of my aliens? My luck just keeps getting better and better. I probably should check out what's outside."

Ben opened the cloth entrance of the igloo and immediately went back inside. The outside was extremely cold despite the sun shining brightly in the sky. Ben was still wearing his black and green shirt and brown pants. Someone had stepped in the igloo with him. It was a girl who looked two years younger than him. She had tan skin and blue eyes. She wore a blue parka with white fur on some parts. She had a friendly expression towards him.

Katara: "You're finally awake."

Ben: "I guess I am. Where am I?"

Katara: "You're in the Southern Water Tribe at the South Pole. Me and my brother Sokka rescued you hours ago while we were hunting for food."

Ben smiled at the fact that they saved him. He would have probably died from hypothermia. Ben at least knows where he currently was. Everything seems normal.

Ben: "Thanks. I owe you and your brother one."

Katara: "So what's your name?"

Ben: "Ben, Ben Tennyson."

Katara: "My name is Katara Ben-Ben Tennyson."

Ben chuckled because of how he was in a similar situation with Reinrassig III about a year ago. He needs to stop introducing himself that way to people.

Ben: "Just call me Ben."

Katara: "Alright Ben. I have several questions for you. Where did you come from? Are you from the Earth Kingdom? I've heard stories from my Gran-Gran of how most of the Earth Kingdom people have emerald eyes. Is that what they wear in the Earth Kingdom? Are you an earthbender?"

Ben was overwhelmed by her questions. He didn't want to lie to her considering she had saved his life. What was worse was that he didn't know what the Earth Kingdom was? Apparently they can control the earth. Are people around here mutants? I guess things in this universe weren't as normal as he thought.

Ben: "I'm from a place far away from here."

Katara: "So how did you get here? You didn't seem to have come here on a boat."

Ben: "I… don't know actually."

Katara: Don't worry, your memory must be a little foggy. Maybe you'll be able to talk eventually. Those clothes won't do much for you around here. I'll go and get you some appropriate clothes. After that, you can help around the village for the time being. I hope you don't mind some chores."

Ben: "Of course not. I have to repay you somehow."

Katara: "Good. I'll be back."

Katara walked out of the igloo leaving Ben to himself. He was definitely in a different universe. Apparently there was a specific group of people on this planet that could control the earth. It was strange but it was tame compared to the other stuff Ben had faced in his life. Katara seemed like a nice person. He hoped that the rest of her village have the same kindness as her.

Katara eventually came with clothes that looked similar to hers. Katara giggled when Ben had asked her if the parka came in green. She walked out so that Ben can change in private. He managed to get dressed even if he didn't get one with his favorite color.

Ben walked out of the igloo and looked around his surroundings. He saw similar looking igloos. This village was very small and probably had a few dozen at most. He looked around and noticed that the people in this village were only women and children. No men were around which was strange. Ben wondered why so he decided to ask Katara.

Ben: "How come there aren't any men in your village?"

Katara: "The men are out fighting the war against the Fire Nation. They left a few years ago. Sokka is the oldest male in our village and he's only fifteen years old."

Based on Katara's comments, there are people who can also control fire. This world is also undergoing some war. He noticed her saddened expression which implied that it was a touchy subject. However, Ben needed to know information about this new universe Paradox decided to place him in. Although, he needs to make sure that his ignorance isn't obvious.

Ben: "It must've been hard on the village."

Katara: "The Fire Nation has destroyed our village and the rest of the world for a hundred years. Their obsession with world domination has put everything out of balance."

Ben: "It sucks that people's greed gets in the way of world peace."

Katara: "I know right?! May lives were lost in a pointless war for power!"

Ben: "I guess you must have lost someone close to you."

Katara: "My mother... She was killed during a Fire Nation raid when I was a child. I had to grow up fast and take care of the village."

Ben: "I'm sorry for your lost."

Katara: "Thank you for your condolences. Did you lose someone because of the war?"

Ben: "I have lost people I cared about, although not because of the war. It's for other reasons..."

Ben noticed that Katara put a hand on his shoulder in an effort to comfort him.

Katara: "I understand. Take all the time you need. C'mon, let's introduce you to the entire village."

Ben and Katara came to an understanding. They had established a bond of friendship despite knowing each other in such a short amount of time.

Katara called out to the entire village. Women and children gathered around Katara and the Omnitrix bearer. They all seemed interested in Ben. After all, most people didn't visit the South Pole due to how harsh the environment was.

Katara: "Ben, meet the Southern Water Tribe. Everyone, meet Ben."

The villagers did a slight bow while Ben awkwardly waved at the entire village. An elderly woman with gray hair walked up towards him.

Kanna: "Hello Ben, my name is Kanna. I am Katara and Sokka's grandmother."

Ben: "Nice to meet you Kanna."

Kanna: "Are you from? You don't look Water Tribe."

Ben: "Let's just say I come from a far away place."

Kanna: "Does this far away place have some kind of name?"

Ben: "I come from a town called Bellwood."

Ben purposefully left out the fact that he was from an alternate universe that got destroyed by a doomsday device. He will only tell the truth in certain instances. He didn't want these people to view him as some sort of lunatic in case they weren't familiar with alternate timelines and universes.

Kanna: "I see."

Katara: "Some of Ben's memory seems to be missing. It might take a while before they all return."

Kanna: "Very well. In the meantime, you can help Katara do some of her chores. After that, you may help Sokka reinforce his fort."

Ben: "I'll do the best I can."

Kanna: "Good."

Katara escorted Ben to do some chores she had. They were simple enough that Ben was able to grasp what he needed to do. The people around here lived very simple lives. It made sense due to how there's not much do out here in this icy wilderness. Eventually Ben and Katara finished the chores.

Ben: "So we're gonna go help Sokka with his fort now?"

Katara: "That or we can hang out."

Ben: "Are you sure that's a good idea?"

Katara: "Sokka likely wouldn't want us to help him. He wants to do the manly stuff on his own."

Ben: "So what are we going to be doing in the meantime?"

Katara: "We can go penguin sledding. It's really fun."

Ben: "Is that even safe?"

Katara: "Of course it is. Come, I'll show you."

Katara took a few pieces of fish and Ben followed Katara away from the village. They later walked upon a field a penguins. However, Ben was surprised at what he saw. These are not regular penguins. Things are still getting weirder. Ironic considering everything Ben has witnessed ever since that fateful summer vacation.

Ben: "Those penguins have extra arms. That's pretty strange."

Katara: "What's wrong with how the penguins look?"

Ben: "Where I'm from, they only have two arms."

Katara: "Interesting."

Ben: "So what are the fish for?"

Katara: "You have to give a penguin something to eat if you want to ride on it. Try it."

Ben: "They're not gonna bite me are they?"

Katara: "They might if you hold the fish the wrong way."

Ben sighed and took a piece of fish from Katara. He slowly walked to a penguin and wiggled the fish. The fish caught the penguin's attention and it hobbled towards Ben and ate the fish. Ben looked and saw Katara had done the same thing to a different penguin. She smiled at Ben.

Katara: "Great! Now hop on it!"

With some unease, Ben hopped on the penguins. Katara hopped on her penguin and slid down a hill. Ben also did the same thing. Ben was very cautious as he hoped he doesn't fall off his penguin as he slid down the snowy hill. Katara was excited as she rode on her penguin. They eventually reached the bottom of the hill and the penguins pushed them off their backs and waddled away. Katara laughed.

Katara; "That was fun!"

Ben: "Sure… Is there anything fun we can do that isn't penguin sledding?"

Katara: "There's not much to do here in the South Pole. Other practicing my waterbending skills, penguin sledding is the only fun thing to do."

Ben: "Waterbending?"

Katara: "I have the ability to control the element of water. I'm the only one in the South Pole. I'm just an amateur because there's no one to teach me. All of my moves are improvised."

So now there are people who can control water as well. So far, some people in this world can bend earth, water, and fire. There must be people that control air too. This universe is definitely not like Rex's universe. He wondered if the ability to control the elements was a magical ability or some sort of mutation. Katara did say she was the only waterbender around here and she has a grandma and brother. So at least Ben knew genetics played a big part in whether someone could bend the elements.

Ben: "You can't be the only one to control water. There must be someone to teach you control your powers?"

Katara: "The rest of the waterbenders are all the way in the North Pole. It's too far away to go on just a canoe."

Ben: "That's a shame. You would have been a great waterbender."

Katara: "Thanks. So what about you?"

Ben: "What about me?"

Katara: "What element can you bend?"

Ben: "I don't think you will be able to comprehend my powers. You might find it scary"

Katara: "What kind of power is it?"

Ben didn't want to tell her that he could transform into aliens. He doesn't know what her reaction would be if she realizes what he could do. However, Katara had been willing to be friends with him and she opened herself towards him about her mother. Ben sighed realizing that he needed to be honest with Katara, even if he'll get a negative reaction out of her.

Ben: "Promise you won't freak out."

Katara: "What are you about to show me? It better not be something weird."

Ben lifted his wrist and he pulled the sleeve to reveal the Omnitrix. Katara did noticed the device on his hand but she merely dismissed as an accessory of some kind. Apparently it has some importance to Ben.

Ben pressed the black and green interface with two fingers. The holographic wheel appeared and Ben began cycling through his transformations. When he found the alien he wanted, he stopped and the Omnitrix core popped up. He smacked the core and disappeared in a flash of green light which blinded Katara.

In his place was a light and dark blue monkey with four arms and two legs with three fingers and toes. It had six green eyes, spiky hair, and a tail with two stripes at the end. The Omnitrix symbol was located on it's chest attached to two green sashes. Ben called this transformation Spidermonkey.

Katara was bewildered by Ben turning into some blue monkey and it showed on her face. Spidermonkey tried to calm her down.

Spidermonkey: "Don't be scared, I'm still Ben."

Katara: "That is really weird. How did you even do that? Are you some sort of spirit?"

Spidermonkey: "Not really."

Katara: "You're not from this world are you? This isn't something people can do around here."

Spidermonkey: "No, I'm not."

Katara: "So where are you from?"

Spidermonkey: "It doesn't even matter considering I can't even go back. Let's just say that it's hard to explain."

The Omnitrix beeped several times and then Spidermonkey reverted back to Ben. katara managed to keep herself composed. Clearly Ben was in control of the creatures he turned into so he was no danger to her.

Katara: "So is that the only one you can transform into?"

Ben: "I called that form Spidermonkey and yes, I can turn into other creatures with their own unique powers. I can currently turn into twenty of them. I used to be able to transform into more but the Omnitrix keeps messing with me."

Katara: "Wow. That is quite remarkable. So how long have you had it?"

Ben: "I've been using this one for a couple of weeks now. I'm still getting use to the controls. This is the newest version I was given by its creator. I was using the prototype ever since I was ten years old."

Katara: "Wow. So much power for just a ten year old."

Ben: "Says the girl who can bend water."

Katara: "Touche. Still… I doubt people would have allowed you have that thing on your wrist."

Ben: "Trust me, you wouldn't believe how many bad guys wanted to take the Omnitrix from me."

Katara: "I mean you can turn into different creatures with superpowers. Anyone would want such a powerful weapon."

Ben: "The Omnitrix isn't a weapon. Back home, there are billions of individuals of these creatures. The creator Azmuth saw the divide and hatred between species and created the Omnitrix as a way for understanding one another by stepping in another species' shoes. Azmuth never expected that I would use the Omnitrix to save lives."

That last part of his statement had intrigued her. The Avatar had been gone for about a hundred years. The Fire Nation have used this advantage to conquer the world unopposed. No force on the planet could stop the Fire Nation, until now. If what Ben said was true, he is the most powerful person on this planet, more powerful than even the Fire Lord. Perhaps all hope wasn't lost.

Katara: "You save people's lives?"

Ben: "All the time. I always come out on top. Well… until recently."

Katara: "I guess something terrible happened."

Ben: "Yeah. I failed my world and there's nothing I can do about it."

Katara: "You think it's your fault?"

Ben: "Who else? I underestimated the threat and look where it got me. Now everything is gone. My friends and family. They're all gone, permanently."

Katara felt really bad for him. She lost her mother and her father is out fighting the war. However, she still had Sokka and Gran-Gran. Ben on the other hand had no one. He didn't even have a home to come back to. Ben thinks he might have nothing to fight for which would be nonsense in Katara's ears. There was always something to fight for. An idea sparked in her head.

Katara: "Come with me."

Ben: "To go where exactly?"

Katara: "You'll see."

Katara started walking and Ben begrudging started to followed her to wherever she was taken him. They eventually came upon an abandoned Fire Nation warship that seemed to be held by ice. From the looks of things, this happened a long time ago.

Ben: "Woah."

Katara: "A Fire Navy ship. And a very _bad_ memory for my people."

Ben: "I see. Let's go check it out."

Katara: "Don't walk in! It could be booby trapped."

Ben: "The ship is decades old. I doubt the booby traps even work. Besides, it's better to explore than to stand outside and stare at it."

Katara: "But I'm not supposed to go in there."

Ben: "Listen Katara, fear is something that will corrupt and hinder you if you allow it."

Katara pondered his words. She was told stories of how the greatest benders became powerful by letting go of fear. She nodded at Ben and both of them proceeded to enter a hole in the haul of the ship. They walked through the halls of the ship and then stumbled upon a room full of weapons like swords and spears.

Ben: "So why did you bring me here again?"

Katara: "To inspire you."

Ben: "How is any of this inspiring?"

Katara: "I thought you might give up on saving people because you failed."

Ben: "That event did trample my self-confidence."

Katara: "You can't let one setback do that to you."

Ben: "Even then, what should I even fight for?"

Katara: "You could fight the injustice the Fire Nation has caused to everyone. The world has suffered pointless violence. It would be cruel if the Fire Nation got away with every bad thing they have done. I know you don't belong here but it would mean to the world if you used your powers to help."

Ben did ponder her argument. He loved to help because it was the right thing to do. Turning his back on a world that needed help would go against everything he ever stood for. What would Grandpa Max, Gwen, Kevin, Rook, and everyone he loved think if they realized that Ben abandoned a world to fend for itself. They'd probably be ashamed of his actions.

Ben: "You make a good point."

Katara: "Great. Now let's leave. This place is creeping me out."

Ben and Katara eventually walked out of the room as they attempted to leave the ship. Ben accidentally tripped over a thin rope. Metal bars slide down on the entrance and they were both trapped inside. The gears and engines of the shipwreck suddenly power up, beginning to function. In shock, Katara and Ben follow the movements of the machines until suddenly, a flare is fired and explodes high in the sky.

Ben: "You've gotta be kidding me..."

Katara: "I told you there were booby traps! How are we going to escape?!"

Ben: "Leave it to the Omnitrix."

Ben activated the interface and scroll through his transformations. He found the alien he wanted and slapped the Omnitrix core and disappeared in the same green light. In his place was a giant gray and black beetle with a large horn on his head. It had a huge grey underbite and spikes on his arms and legs. It had green eyes and the Omnitrix symbol was located on its green clothed chest. Katara wondered what this alien can do.

Eatle: "Don't worry Katara, Eatle will get us out of her."

Katara: "What can he do?"

Eatle demonstrated his ability by chewing through the metal bars and swallowing them.

Katara: "Woah."

Eatle: "Stand back."

Katara did as she was told. The Oryctini's horn started to glow and then he aimed it towards a nearby wall. The hull of the ship was destroyed by Eatle's laser beam. Katara and Eatle walked out of the ship.

Eatle: "That was a close one."

Katara: "I am so dead. I wasn't even supposed to be here. Why did you decide to go inside the ship in the first place? You are very reckless."

Eatle: "You're the one that brought me here in the first place."

Katara: "To stand outside and look from a distance, not go inside and get trapped."

The Omnitrix beeped and then Eatle reverted back to Ben.

Ben: "Whatever, it's in the past now."

Katara: "We are in so much trouble. The whole village probably saw that flare. We probably lured some undesirable to our location."

Ben: "Your village is the only in for miles. I doubt there's someone other than us here."

Katara: "Let's just go back to the village."

Ben and Katara walked back to the village awaiting their punishment. Katara hoped that undesirable were not attracted to the flare. Unfortunately, she was wrong.

* * *

The exiled Prince Zuko looked through a telescope as he witnessed what had happened on the Fire Nation ship. He had been chasing the Avatar for nearly three years now along with his uncle. He was told that the Avatar held great power, especially when he completely masters the four elements.

What he saw greatly surprised him. It would appear that the Avatar has found the ability to change into some creature in the past century. Although this new information was surprising for Zuko, it didn't deter him from capturing the Avatar. It was his destiny after all. If he wants to return home and enter his father's good grace, he needs to do this.

Zuko: "The Avatar is quite powerful for his old age and it seems he has learn some new tricks. Wake my uncle! Tell him I found the Avatar. As _well_ as his hiding place…"

* * *

**A/N:**

**Thus ends the first chapter of Avatar: The Last Omniverse. Ben meets Zuko and Sokka in the next chapter.**

**I know that the Alien Force/Ultimate Alien version of Ben is the most used one on this site. I've decided to branch out and use the Omniverse version. I know some are iffy about the show but there is still story potential there to be explored.**

**Some readers might get angry about the alien choices I've made for this story because their favorite alien may not be here. However, I have a very good reason for doing so. We all know Ben Tennyson is one of the most powerful characters in fiction. If you've watched TheInkTank's (formerly known as Kuro the Artist) Ben 10 videos, you'd know that Ben is extremely powerful. If you were to place Ben in the Avatarverse, he would beat everyone with relative ease, including Aang. This is why I gave him his moderately powerful transformations. They're strong enough to be useful but weak enough so that bender's could contend. I hope you guys can see the logic in my decision.**

**Stay tuned for Chapter 2**


	2. Chapter 2

Chapter 2

Ben pondered as he walked along with Katara to the village. He has only been here for half a day at most and he has already caused trouble. Usually he would shrug it off because trouble always seemed to follow him. This was different. If what Katara said was true, then he may have accidentally attracted an evil force to the innocent. Of course the chances of that happening are really slim but the universe does love to play jokes on him.

They got towards the village and immediately saw faces of anger, especially from a teenage boy. Ben assumed that this was Sokka, Katara's older brother. The look on his face was the opposite Katara's when they first meet. Ben suspected that this will not go over well.

Sokka: "Katara, get away from him!"

Katara: "He's not dangerous Sokka!"

Sokka: "He's not dangerous?! He signaled the Fire Nation Navy with that flare! Don't you see Katara? He's leading the Fire Nation straight towards our village!"

Katara: "Ben didn't do anything! It was an accident."

Ben: "Look, I know you look at me as some sort of threat but I promise that I didn't signal the Fire Nation. We were on the ship and I accidentally activated a booby trap."

Kanna: "Katara, you shouldn't have gone on the ship! Now we could all be in danger!"

Ben stepped in front of Katara to defend her from their claims.

Ben: "Don't blame Katara. I was the one who decided we should go into the ship. If anyone to blame, it's me."

Sokka: "Aha! The traitor confesses!"

Ben: "I am not a traitor! Why would I purposely put the people who took me in danger?"

Sokka: "Purposefully or not, you have endangered our village. The foreigner is banished from our village."

Katara: "You can't do that! Sokka, you're making a big mistake!"

Sokka: "No, I'm keeping my promise to Dad. I'm protecting you, Gran-Gran and the rest of us from threats like him!"

Ben: "Dude, I am not your enemy. Besides, if there is a Fire Nation Navy heading over here, I can help protect you."

Katara: "He's right! Please Sokka just…"

Sokka: "If you really want to protect us, get out of our village! Now!"

Katara: "Grandmother, please. You can't let Sokka do this."

Kanna: Katara, you knew going on that ship was forbidden. Sokka is right. I think it best if Ben leaves."

Katara: "But where is he going to go? He'll die out here without us!"

Sokka: "Not our problem."

Ben decided to step and placed his hand on Katara with a sad smile.

Ben: "Look Katara, I appreciate you defending and all, but I don't want to become a monkey wrench in your family. It's best if I go somewhere far from here."

Katara: "But where will you even go? You don't even have a boat."

Ben: "I dunno. I could use some parts of that abandoned ship to make something travel worthy. I'll be out your hair by the end of the day."

Sokka: "Good."

Katara: "So this is goodbye?"

Ben: "I guess it is. I hope you become a great waterbender one day. Also, thanks for the advice. You really helped me gain some perspective. Goodbye Katara."

Ben smiled and waved at her and began walking towards the abandoned probably to salvage some parts. Ben's figure eventually disappeared. All the women and children dispersed as they went back. Kanna walked up to Katara trying to console her granddaughter.

Kanna: "Katara, you'll feel better after you…"

Katara turned around, obviously furious at the village's decision.

Katara: "You happy now? The only person around my age that isn't Sokka to talk with is now gone."

Sokka: "What's so special about that guy anyway? He doesn't look like a warrior."

Katara: "You won't believe the things he can do."

Sokka: "Yeah? Like what?"

Katara: "He's a shapeshifter. I saw him turn into a blue monkey and a giant beetle using a device on his wrist."

Sokka: "Ha! Sure and I can turn into an elephant seal."

Katara huffed and marched away from Sokka and Kanna. Sokka too marched away to go and coach the young boys to prepare for the upcoming battle.

Sokka: "All right, ready our defenses! The Fire Nation could be on our shores any moment now!"

Boy: "But I gotta…"

Sokka: "And no potty breaks!"

* * *

Ben: "You're the only thing for miles to get me outta here. Time to get to work, I guess."

Ben looked at the old Fire Nation ship. It looked very old and primitive. Warships back in Ben's world were far more advanced than this. The ship would suffice to get out of the South Pole and go somewhere with a more pleasant weather.

Ben activated his Omnitrix and he began selecting his transformation. When he saw the face icon he wanted, the interface slide away and the Omnitrix core popped up and Ben smacked it, disappearing in a flash of green light.

In his place was a crimson red gremlin with a green and black aviator suit with a white ascot. He has a big nose, spiked ear, and one spike near each his eyes and one on his chin. He has green eyes with pupils and the Omnitrix symbol was located on his chest.

Juryrigg: "Juryrigg disassemble!"

Juryrigg immediately with sheer speed started to break apart the warship. The whole ship got torn down within twenty minutes. Juryrigg then started to put some pieces back together.

Juryrigg: "FIX FIX FIX FIX FIX!"

Juryrigg attached many pieces, gears, and engines into a single entity. The result was some sort of aircraft with two wings with blades. It looked very similar to an attack helicopter. The cockpit had about six seats. The controls were very simple. A switch that indicates on and off. A joystick to control the direction of the aircraft and a gear which controlled some modes like landing, hovering, and flying. Juryrigg marvelled at his fine work. Juryrigg tapped the Omnitrix symbol to transform into another alien.

As a replacement for Juryrigg, he transformed into his Cerebrocrustacean form, Brainstorm. He has a crab-like appearance with two pincers and four legs. He has spikes on his face, arms, and skull plates. He has black and green cloth at the bottom of his body and on his skull plates. He has green eyes and wears a green and white neck brace with the Omnitrix symbol on it.

Brainstorm activated his electrical powers and shot at a power cell Juryrigg had created. He noted that the Fire Nation used coal to power their ships. Of course the coal that was on the ship cannot be used since it expired. He had to create another way to power his aircraft. So he had Juryrigg create some sort of power cell and then he would use either use Brainstorm or Buzzshock to power it. Of course it is not indefinite. It only lasts for a couple of days so he needs to make stops for recharge. Brainstorm walked over and closed a hatch that concealed the power cell.

Brainstorm: "Well that takes care of it."

Ben would surely miss Katara. Even though they had known each other for only a few hours, they had become friends. Sure they were not that close but she had been the nicest person he had ever meet in this world.

Brainstorm was about to switch back until he heard the ice beneath him shake. He looked behind him and saw a Fire Nation ship heading towards the same direction in which the village was located. Even though he had been banished from the village by Sokka, he still couldn't stand by and let people get hurt, especially after what Katara told him.

Brainstorm started levitating and speed towards Katara's home. Ben just hoped that he can stop the threat before it gets out of hand.

As Brainstorm drew closer to the village, he saw that the Fire Nation ship broke the village wall. He also saw Katara, Kanna, and the rest of the community gathered and it seemed that they were watching something. When he looked closely, he saw Sokka in some armor and war paint trying to fight what seemed to be the head bad guy andSokka was losing miserably. He at least got a hit on him with a boomerang.

Seeing that Sokka was in deep trouble, Brainstorm opened his skull plates and released electricity. He trapped Sokka in a sphere of green electricity and safely transported him to safety. The village and the firebenders was confused as to what happened. Even Sokka thought he could bend lightning. Before they could figure out anything, Brainstorm landed in between the firebenders and the villagers.

Brainstorm: "Looking for me?"

Zuko: "Who are you? What are you?"

Katara: "Ben! You came back!"

Sokka: "Wait, that's Ben?!"

Brainstorm: "The one and only."

Kanna: "So he is a shapeshifter."

Zuko: "I've finally found you, Avatar."

Katara: "Ben?"

Sokka: "No way!"

Brainstorm: "Don't listen to him Katara and Sokka, I'm not the Avatar or whatever this creepy scarred guy accuses me of being. I'm not even from around here. I'm just your average shapeshifter."

Zuko: "A normal person can't shapeshift and you're beyond a normal person! You're either a spirit or the Avatar considering I saw some green light earlier in the day."

Brainstorm: "I am neither of those. I assure you I am not the one you are looking for. Now please, leave these people alone and no one gets hurt."

Zuko: "Liar! Soldiers, capture him!"

The soldiers tried to walk about toward the Cerebrocrustacean but he shot lightning at the ground near them. Zuko growled in frustration.

Brainstorm: "Back down. You have no chance against me."

To show how even this universe hates him for some reason, the Omnitrix beeped and timed out, transforming Brainstorm back into Ben. Ben looked at his body in frustration while Katara, Sokka, and the villagers looked at Ben in confusion.

Ben: "A timeout? Seriously?!"

Zuko: "I've spent years preparing for this encounter. Training, meditating. You're just a teenager!"

Ben: "Like you aren't one yourself?"

Before Zuko could shoot flames at Ben for his remark, Ben lifted his hands.

Ben: "Hold on! If I go with you, will you promise to leave these people alone?"

Zuko considered the option and then nodded in agreement. Zuko signals his men and they apprehend Ben. Katara run up.

Katara: "No! Ben, don't do this!"

Ben: "Don't worry, Katara. Everything is gonna be fine. Take very good care of my new invention will you?"

Zuko: "Head a course for the Fire Nation. I'm going home."

Ben was pushed into Zuko's ship and the entrance was closed. The ship activated its engines and head out towards the Fire Nation.

Later in the day, some of the villagers in a somber tone were repairing things that the firebenders had destroyed. The rest were going on with their chores like creating a campfire and setting up a tent. Meanwhile, Katara was staring at the horizon with a determined look. Sokka on the other hand was carrying a pack.

Katara: "We have to go after that ship, Sokka. Ben traded his freedom to save our tribe, now we have to save him."

Sokka: "Katara, I…"

Katara: "Why can't you realize that he's on our side? If we don't help him, no one will. I know you don't like Ben and his creatures, but we owe him and…"

Sokka: "Katara! Are you gonna talk all day, or are you coming with me?"

Sokka gestured to the canoe in the water filled with supplies. Katara smiles with happiness and hugs Sokka.

Katara: "Sokka! You do have a heart!"

Sokka: "Get in, we're going to save your boyfriend."

Katara: "He's not my…"

Sokka: "Whatever."

Kanna: "What do you two think you're doing?"

Both siblings were surprised that their grandmother caught them red handed. They expected her to scold them and ground them until next winter. What they didn't expect was for Gran-Gran to hand them sleeping bags with a smile.

Sokka: "I don't understand."

Kanna: "These are for your journey. It has been so long since I have felt hope. Ben may not be the Avatar that has been gone for a hundred years but his powers are equal, if not greater. Perhaps there is a chance to set things right again."

Katara: "Does that mean..."

Kanna: "Yes Katara, I give you and your brother permission to help Ben along with his quest. You might finally be able to learn waterbending."

Katara ran over and hugged Gran-Gran. Kanna pulled in an embarrassed Sokka into the same hug.

Katara: "Thank you Gran-Gran!"

Kanna: "Ben is the world's only chance. You both found him for a reason. Now your destinies are intertwined with his. Take care of each other. Now both you, head out if you want to catch up with Ben."

Sokka: "There's no way we're going to catch a warship with a canoe."

Katara agreed with Sokka. How would they even catch up with him? She could waterbend the canoe so that they can travel faster but she is not skilled enough to do so. They are essentially unable to help Ben.

Katara: "I wished we had a boat with an engine or something."

Sokka: "Hey didn't Ben say he was going to create something travel worthy from the ship? He also said keep his invention safe."

Katara: "Oh right! C'mon Sokka!"

Sokka followed Katara as they ran over towards where the old Fire Nation would be located. When they got there, they discovered that the ship had mostly been broken down. In its place was a strange aircraft. Katara and Sokka were thoroughly impressed with the craftsmanship, especially since it was created in such a short time.

Sokka: "Woah. She is beautiful."

Katara: "How are we even going to work this thing?"

Sokka climbed on the aircraft and entered the driver's seat. He looked at the joystick and the gearshifts.

Sokka: "This doesn't look too hard. The switch is too turn this thing on or off. This 360 degree moving stick is probably to control the direction of this contraption. The up and down switch probably for lift off."

Katara: "That makes sense, I guess."

Sokka: "Hop on Katara."

Katara did as she was told and climbed on. She then sat next to Sokka. She looked around and saw a strap of cloth with steel at the tip. She wondered what it did and her question when she saw a hole. She connected the metal piece into the hole and it clicked, securing her in her seat. She wondered what the purpose of it was but she dismissed it trying to focus on saving Ben.

Sokka pressed the switch and the engines started roaring. He then he shifted the gear up once and then the aircraft started lifting from the ground. Both of them were flying and they were excited, especially Sokka.

Sokka: "Katara, we're flying!"

Katara: "I thought you hated Ben?"

Sokka: "Opinions can change sometimes. Now hang on!"

Sokka shifted the joystick and they started flying towards the direction of Zuko's ship.

* * *

Ben had his hands tied behind his back. He doubts these guys knew that he transformed using the Omnitrix. It was a clever way to prevent him from using it, even if they aren't aware of it.

Ben had spent quite a while trying to explain to the young prince that he was not the person he was looking for. Of course it yielded no results since the exiled prince was far too stubborn to be reasoned with. There was an old fat man who the prince regarded as Uncle. He didn't say thing, only stroking his beard in a collected manner.

Zuko: "The Fire Lord will finally give me my honor back and restore my place as prince of the Fire Nation. You are my ticket whether you like it or not."

Ben: "I doubt that will happen if your Highness realizes that you brought the wrong person."

Iroh: "It's not that simple."

Ben: "Huh?"

Zuko: "What my uncle meant is that even if you're not the Avatar, I've seen the power you had with that giant beetle and the crab thing you turned into. You are a threat to our glorious empire. I'm sure my Father will understand."

Ben: "What makes you think I won't turn now and kick your butt?"

Zuko: "It appears you don't have control over you forms based on how you reacted when you turned back. And since you haven't turn since then, you're not a threat to me."

Ben was surprised that the prince's guess was almost accurate. Ben could definitely transform right now, the problem is that he can't reach the Omnitrix.

Zuko: "Take him to the prison hold."

Ben was pushed by two soldiers towards a flight towards which lead down a compartment beneath the deck. Ben was sent through a long corridor towards a room with one soldier in front of him and the other behind him. An idea popped into Ben's head on how to escape.

Ben: "Hey guy behind me. Can you help me with something? The bracelet from my mentor is straining me. Could you just slap the black part to take it off? It'll be really helpful."

Fortunately, the soldier did as Ben requested. He grabbed the boy's arm and slapped the black part. Both of them were blinded by green light. In Ben's place was his Arachnichimp form who managed to escape his biddings. Spidermonkey used his superior agility and knocked out both of the guards with ease.

Spidermonkey: "Thanks a lot. Really appreciate it."

Spidermonkey ran down the hallway trying to escape this ship. A helmsman spots the alien and alerts the entire ship

Helmsman: "The prisoner has escaped!"

Spidermonkey continued to run through the halls until he saw three soldiers standing with swords.

Spidermonkey: "Mind telling me where the exit is?"

The three soldiers rushed at him and Spidermonkey webbed them to the ground. Spidermonkey starts to climb on the ceiling. Spidermonkey chirps with laughter.

Spidermonkey: "Good help is hard to find these days."

Spidermonkey tried to hide in a room so that he can catch his breath and create his next plan of attack. He even accidentally stumbled upon the prince's uncle while he was sleeping. Spidermonkey later entered a room and the Omnitrix beeped and reverted back to Ben.

Ben: "Man, this can't get any worse."

In response, the door closed behind him and it's revealed to be Zuko. Ben turned around in surprise.

Zuko: "It seems that you're too much of a wildcard too stay awake. I'll be sure to knock you out for the rest of the trip."

Ben: "Not gonna happen."

Ben smacked the Omnitrix's interface and disappeared in a flash of green light. In Ben's place was a green turtle that had six holes in his shell and had brown spots on his legs, feet, and shoulders. He has two flippers with finger like claws and toes on his feet. He has green eyes which is surrounded by black lines and the Omnitrix symbol was located on his chest.

Zuko was temporarily dumbfounded and immediately entered a fighting stance. Terraspin on the other hand simply used his giant flipper and smacked Zuko across the room, who groaned with slight pain. With Zuko distracted, Terraspin began entered a Y stance and spun his limbs and left the room, slicing some of the door in the process.

Terraspin stopped spinning his limbs once he managed to get on the deck. Terraspin became slightly stiff due to the cold weather. Geochelone Aerios were cold-blooded and were highly active in warm weather. Not so much in freezing temperatures. Terraspin wouldn't be able to properly fly had a major disadvantage. It also didn't help that Zuko managed to recover quickly from his previous attack and he understandable did not look happy.

Zuko: "Didn't you know that reptiles don't do well in cold weather? You have nowhere to go."

Before the fight could begin, Zuko and Terraspin started to hear something beyond the distance. It was revealed to be the aircraft Ben created earlier. Terraspin smiled knowing who was on it. It was currently hovering over the Fire Nation vessel.

Zuko: "What is that?"

Terraspin: "Katara!"

Zuko shot a flame at Terraspin who barely dodged the attack. Seeing as he couldn't fly away, he decided to hide in his shell, which should protect him from the harsh fire.

Zuko: "Don't think you can hide from me!"

Zuko and a few soldiers started to shoot a stream of fire together at the Geochelone Aerio.

Katara: "Ben! No!"

The firebenders continued to shoot their stream of fire and then a green flash of light engulfed the deck and the fire dissipated. In his place was a humanoid magnet with a floating skull shaped head with a yellow crest and green glow in between shoulder arch. He has crab-like claws for hands and his body is mainly black with yellow feet, hands, shoulders, and chest. He has green eyes and the Omnitrix symbol was located on his chest.

Lodestar: "You're in trouble now."

Lodestar raised his hands and activated his magnetic powers. Zuko and the soldiers were lifted in the air. They were confused as to how he was moving them in the air. They would have shot at the Biosovortian but they were too dumbfounded to do anything. Lodestar tossed them overboard. Zuko on the other hand managed to grab an anchor chain. Meanwhile Katara and Sokka were amazed at Lodestar's powers.

Katara: "Did you see that?!"

Sokka: "That form is very impressive."

Lodestar waved at the Water Tribe siblings and started to levitate towards the aircraft. Iroh managed to help Zuko get on the deck. Zuko, now furious, commanded to shoot down the Biosovortian and his Water Tribe allies.

Zuko: "Shoot them down."

Zuko and Iroh did a synchronized move and fired a blast at Lodestar. While Katara and Sokka looked on in fear, Lodestar saw the upcoming fire and created a magnetic shield. The fire hit the shield and got redirected to a nearby cliff. The impact causes an avalanche of snow and ice to fall on the ship. The front of the ship gets buried in a mass of snow and ice. Lodestar waves at the prince and then gestured to Sokka that it was time to leave. The aircraft left with Lodestar following closely behind. Zuko looked on with rage.

Iroh: "Good news is that he is just a teenager. Bad news is that he has power that seems to be even greater than the Avatar."

Zuko: "I'll catch him eventually. No one can hide with such an obvious contraption."

Iroh: "He may be easy to find but detaining him will be incredibly difficult. Not to mention how versatile he is."

Zuko: "I saw how he transformed. That bracelet on his wrist is what helps him shapeshift. If I can take it away from him, he is powerless against me."

Iroh: "I'm glad you have a plan, even if it won't be easy. He may have a creature for every situation. I suggest caution."

Zuko: "Don't underestimate me Uncle. Dig the ship out and follow them!"

Zuko looked around and saw that some soldiers were trying to help out those who have been thrown overboard. Zuko was slightly embarrassed at his realization.

Zuko: "Well, as soon as you're done with that."

Zuko looked out the distance. He will capture that shapeshifter and bring him to his father. He will make sure of it.

* * *

Sokka was still driving the aircraft and Ben managed to entered in one of the first three seats. The back one were occupied by supplies. Ben even saw his signature clothes. It was nice for them to have remembered to pack it.

Katara was currently gushing over on what happened on the Fire Nation ship.

Katara: "It was awesome how you use that magnet creature and threw them overboard. Then you make that shield that redirected the fire."

Sokka: "I guess it was kinda cool."

Ben: "I perfected those skills for six years. I'm glad you guys like it. I probably should send you guys back home huh?"

Sokka: "Actually, we came here to help you."

Ben: "Help me?"

Katara: "Our Gran-Gran believes that you need some companions to save the world from the nation. Plus, since you're not from this world, we'll help you understand the nuances and what goes one."

Sokka: "Plus you can't have all the fun."

Ben: "Really?"

Katara: "I can finally go to the Northern Water Tribe to learn waterbending!"

Ben: "Oh yeah! That's great!"

Sokka: "Great… more magic."

Ben: "The Omnitrix isn't magic, it's science."

Sokka: "Whatever creature boy."

Ben: "Do you even know where we are going?"

Sokka: "My dad told me the Southern Air Temple is not too far away. We'll land there to get some resources."

Ben: "That makes sense. It'll be nice to meet some airbenders."

Katara and Sokka looked at each other with unease.

Katara: "Actually Ben, the airbenders went extinct a hundred years ago. They were the first victims of the War. The temple would likely be deserted."

Ben: "That's seriously messed up. Don't worry Katara, I'll stop the cycle of violence in this world."

Sokka: "So what is this world you come from? Katara told me while we were coming to rescue you that you can't go back. How come?"

Ben decided to tell them the full context of what had happened to his world. If he was going to be with them for the foreseeable future, he might as well build a sense of trust. however

Ben: "First things first, I come from an alternate universe that doesn't have benders or an Avatar."

Sokka: "Yeah right."

Katara: "Sokka!"

Sokka: "Come on Katara, that sounds really far fetched."

Ben: "There are many universe with their own laws of physics. That's what makes each universe unique. Besides, shouldn't me turning into aliens gave away the that I'm not from around here?"

Sokka: "True…"

Katara: "Aliens? What are those?"

Ben: "They're basically creatures from different planets. They have these abilities because their environment forces them to have it. Some might exist in this universe."

Sokka: "Well other planets do exist according to dad so maybe that part isn't as far fetched as the alternate universe part."

Katara: "So what happened to your world exactly? You were very vague about it in our earlier conversation."

Ben: "Well me and my partner were out looking for a device that was able to destroy the entire universe. Of course I thought it was some stupid ghost story and I didn't take it seriously. That is until it actually went off. It destroyed everything. I'm the only one left from my universe."

Katara and Sokka looked at each other with a somber expression. Sure they had experienced loss when their mother died when they were kids but this was on another level. Ben had lost everything and he was sent to a strange place he had no idea about. He probably didn't even get to say his goodbyes. Katara placed a hand on his shoulder.

Katara: "I'm so sorry Ben."

Ben: "Don't be. I wish I could take it all back."

Sokka: "I'm sorry for being a jerk to you."

Ben: "It's alright, you didn't know."

Katara: "I know we'll never be your true family, but you will always have me and Sokka as your new ones."

Sokka: "Katara is right. Whenever you need someone to laugh with or need a shoulder to cry on, we'll always be there for you."

Ben smiled at their words. Beating himself over his failures won't solve his problems. It didn't bring Feedback back and neither will it bring his universe back. He would have to learn from it as Azmuth told him five years ago. The pain of his loss was still there and he would still feel it for a good chunk of his life but that didn't mean he couldn't start new attachments all over again.

Ben: "Thanks. Both of you."

* * *

**A/N:**

**Thanks for all the favorites, follows, and reviews from the last chapter. It means a lot to me.**

**As for pairings, I've thought about doing it with Ty Lee. Although, you would have to wait a while.**

**As for the aircraft, it basically looks similar to Megatron's vehicle mode in Transformers Animated. Since Derrick J Wyatt worked on both shows, I thought it would be an excellent nod.**

**You might be wondering about Aang's involvement in this story. He will appear in this story and may have some Aang and Ben conflict. After all, the airbenders need to get repopulated.**

**I also plan on incorporating elements of the comics and some aspects of Korra.**

**8GoKey40th: I know that but at this point in Omniverse, Ben hasn't named Snare-Oh and Blitzwolfer yet.**

**Aztec 13: I like how you correctly predicted most of the stuff that happens in this chapter.**

**Atom King: Sure but that would mean that Ben would've needed to be Alien-X for billions of years or however long it took to create the world of Avatar. And yes, Ben will act like the mentor, even if Rook and Ben 23 disagree. **

**Amit Barabi: Ben works in settings like DC or Marvel. He simply won't work in something like Avatar. What's stopping Ben from just going to the Fire Nation capital by himself and fights Ozai one on one? We all know Ben would win very easily. I would either have to buff the benders or nerf the aliens. Like I said previously, Aang will appear eventually.**

**Skyline 10: I'm glad you like my decision on the aliens. They wouldn't skip these places since they would need supplies and their mode of transportation would need to recharge. However, things will play much differently.**

**To be continued**


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